Key Takeaways:

• SEC Chairman Paul Atkins has announced support of a shift from the current quarterly reporting regime to semiannual reporting for U.S. public companies, in line with other jurisdictions such as the United Kingdom and European Union.
• A move from quarterly to semiannual reporting would have numerous potential implications, including, among others, an emphasis on long-term focus, a reduction in regulation and a decrease in information available to investors.

Background

On September 9, 2025, the Long-Term Stock Exchange announced its plan to petition the Securities and Exchange Commission (“SEC”) to allow public companies to report earnings semiannually. President Trump has endorsed this approach via social media twice—on August 15, 2018, during his first term as president, and again on September 15, 2025.

In 2018, the SEC issued a request for comment on quarterly earnings releases and reports, but the rulemaking process did not progress further. On September 19, 2025, Chairman Atkins confirmed that the SEC will propose a rule change which, if approved, would allow companies to continue reporting quarterly or switch to semiannual reports.

The proposal to reduce required reporting to a semiannual cadence echoes the regime in many foreign jurisdictions. The United Kingdom rolled back its quarterly reporting requirement in 2014, only seven years after first making the switch from semiannual reporting. Similarly, the European Union, which first introduced a quarterly reporting mandate in 2004, abolished it in 2013 in favor of a return to a semiannual reporting frequency.

In the United States, the current periodic reporting regime, which requires that public companies disclose their financial results and certain other matters on Form 10-Q each fiscal quarter, has been in place since 1970. The move from quarterly to semiannual reporting, thus, would be a significant shift in a regime that has been a fixture of the public U.S. capital markets for over half a century.

Potential Implications of a Shift to Semiannual Reporting

Greater Long-Term Focus

• The rise of quarterly earnings guidance has been cited as a contributing factor in the shift away from companies making long-term investments and focusing instead primarily on achieving short-term profits and meeting quarterly earnings forecasts.

• Less frequent reporting could potentially allow companies to concentrate on growth and strategy over a longer time horizon, encouraging investment and innovation.

Reduced Regulation

• The effort and cost required to comply with quarterly public reporting requirements has been noted by some as a factor in the declining number of publicly traded companies in the United States.

• Reduced reporting frequency could allow public companies to devote less time and fewer resources to: (i) preparing quarterly reports and earnings releases, (ii) auditor reviews of quarterly financial statements, (iii) addressing quarterly disclosure controls and procedures and certification requirements under the Sarbanes-Oxley Act of 2002, (iv) preparing SEC filings and (v) quarterly investor calls. Those resources could then be redirected toward other strategic priorities and business needs.

Potential Alignment with Non-U.S. Jurisdictions

• Semiannual reporting would bring the United States in line with many foreign jurisdictions, including the European Union, the United Kingdom and Australia. However, notwithstanding the absence of quarterly reporting mandates, many public companies in the United Kingdom and the European Union continue to voluntarily report financial and other information on a quarterly cadence, just without the regulatory framework and standards provided by the United States’ Form 10-Q requirements.

Alignment with Foreign Private Issuer Reporting and Registration Requirements

• While current SEC rules require foreign private issuers (“FPIs”) to file only annual reports on Form 20-F containing year-end audited financial statements annually, FPIs are required to update Securities Act registration statements with interim unaudited financial statements in accordance with the SEC’s rules.

• The shift would also align reporting requirements for domestic U.S. companies with those for FPIs. FPIs must file a current report on Form 6-K with the SEC in respect of public disclosures or filings made or required to be made by law or with the relevant stock exchange or distributed to stockholders. This obligation naturally extends to semiannual reporting by FPIs in their local jurisdiction.

• The SEC is currently considering changes to the definition of FPI, as indicated in its recent concept release. Some comment letters submitted in response to the release propose that certain or all FPIs be required to report more frequently.

Decreased Transparency, Quality and Availability of Information

• U.S. capital markets have remained liquid and robust due in part to investor confidence in the quality and frequency of the information released by companies. A reduction in the frequency of mandatory reporting could result in reduced information flow to investors and less analyst coverage, hampering investors’ ability to make informed decisions, with potentially adverse consequences for the smooth operation of the markets.

• Quarterly information released by companies serves to prevent fraud and market manipulation. A broad range of investors rely on quarterly reporting to cleanse material nonpublic information in connection with their asset-management and trading. Less frequent reporting could lengthen trading blackouts and reduce trading activity generally unless companies disseminate regular, voluntary financial and other updates.
• To prevent this, lenders and the markets in general could push for a greater transparency and frequency of cleansing disclosures than Form 8-K—which is generally filed only when specifically triggered—presently affords them. For example, investors and lenders may advocate for an immediate reporting regime, similar to the Market Abuse Regulation in other jurisdictions, pursuant to which issuers would have to monitor continuously and proactively for inside information and be ready to disclose such information via a regulatory news service without delay.

• As compared to companies that continue to voluntarily report quarterly earnings, companies that report semiannually and their investors may experience decreased valuations and analyst coverage due to a perceived or actual information deficit, greater inbound requests (and associated management time) to provide additional disclosures and potential increased risks associated with selective disclosure.

• It is likely that a shift to semiannual reporting would necessitate some adjustment to staleness dates for financial statements and comfort letters. For many issuers, effective staleness dates for financial statements currently align with their Form 10-Q filing deadlines. However, because the cutoffs in audit standards apply equally to reporting and non-reporting companies, accounting rules would either need to change, or else, for public and private companies seeking to access the capital markets, the practical impact of a shift to semiannual reporting would be limited.

More Regular Reporting Would Lack Uniform Standards

• To the extent that companies determined to voluntarily report quarterly financial and other information to address some of the considerations above, the sufficiency and accuracy of those disclosures would be subject only to the prohibitions of the antifraud rules under the U.S. federal securities laws. This could result in increased shareholder litigation and to inconsistent or confusing disclosures across industries or competitors. Issuers may well prefer to rely on the standards and prescriptive requirements of a mandated Form 10-Q in connection with more frequent disclosures.

Next Steps

According to Chairman Atkins, the SEC will seek to implement the change through its regular way rulemaking process. The SEC may have been signaling its intent via the “Rationalization of Disclosure Practices” proposal in its most recent regulatory agenda, which noted the SEC would be proposing “rule amendments to rationalize disclosure practices to facilitate material disclosure by companies and shareholders’ access to that information,” with a target proposal date of April 2026. Once any semiannual reporting rule (whether part of the Rationalization of Disclosure Practices rule or otherwise) is proposed, the SEC will set a public comment period, typically at least 60 days for major rule proposals, before publishing a final rule. Following publication of a final rule, there is a 30-day minimum waiting period before it can become effective, and SEC transition periods usually extend the compliance date well beyond that minimum.